In the Matron, Upperline broke alertly under jockey James Graham who allowed the 5-year-old daughter of Maria’s Mon to settle in behind the top pair. Lacking room at the top of the stretch, Graham bided his time until finding room between horses at the furlong marker to run down the pace-setting Hooh Why.

“She broke sharp today but somebody else wanted the lead, so I sat right off her,” Graham said. “She picked up when she got room and off she went to the wire. I never had a worry at all. She kept finding and finding and finding more, picking it up late.”

Upperline, who won the Grade III Arlington Oaks in 2010 and ran fourth in last year’s Matron, earned $88,200 for Saturday’s four-length score, her eighth in 20 starts, to boost her bankroll to $585,308.

Hooh Why, a Grade I stakes winner as a 3-year-old, took the field of seven through fractions of 24.45 seconds, 48.70 seconds, 1:13.71 and 1:39.05 before being overtaken by Upperline in the final eighth of a mile. Upperline covered the mile and an eighth in 1:51.73.

“What an honest mare,” said Hooh Why’s rider Francisco Torres. “I tried to slow it down as much as I could, and preserve as much as I could because you get paid late, not early. I can't fault her, she showed up and she tried hard, we just got outrun.”

In the Classic, Silver Max never had an anxious moment as the 3-year-old son of Badge of Silver opened up an easy lead and was untested throughout. He reported home by two lengths under Shaun Bridgmohan, getting the mile and a sixteenth over firm turf in 1:41.87.

“He’s pretty cool little horse,” Bridgmohan said. “We got to the front pretty easy and it was all business from there. I was just a good passenger.”

Silver Max, who previously had won both the Grade III Transylvania at Keeneland and the Grade II American Turf at Churchill Downs, picked up his fourth victory in a row and his fifth in 11 starts overall. The $71,250 winner’s share pushed his career earnings to $378,071.

Sachem Spirit rallied from mid pack to finish second in the 10-horse field and it was another half length back to Najjaar.

“We had another horse stumble right in front of us coming out of the gate so we got a little further back than we wanted to be,” said Corey Lanerie, who rode the runner-up. “He ran a good race. He was coming on at the end but Silver Max isn’t the kind of horse that will come back to you. This was only his fourth race and he’s got a lot of upside to him.”

North of Never, All Stormy, Monastic, No Spin, Hero of Order, Street Serenade and Slamit completed the order of finish.